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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 16, 2021

Date of Report (date of earliest event reported)

DROPBOX, INC.

(Exact name of Registrant as specified in its charter)

Delaware			001-38434			26-0138832
(State or other jurisdiction of incorporation)			(Commission File Number)			(I. R. S. Employer Identification No.)

1800 Owens St.

San Francisco, California 94158

(Address of principal executive offices)

(415) 857-6800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Class A Common Stock, par value $0.00001 per share

DBX

The NASDAQ Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 1.01     Entry into a Material Definitive Agreement.

On December 16, 2021, Dropbox, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Office Lease dated as of October 6, 2017 (as subsequently amended, the “Lease”) by and between the Company, as tenant, and KRE Exchange Owner LLC, as landlord (“KRE”). Pursuant to the Amendment, the Lease will be partially terminated with respect to a portion of the property currently subject to the Lease and subleased by the Company to a third-party subtenant (the “Subtenant”), in exchange for payment of a termination fee of $32 million from the Company to KRE, which the Company paid on December 17, 2021. Also on December 17, 2021, the Company’s sublease with the Subtenant was terminated.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 21, 2021

    

Dropbox, Inc.
/s/Bart Volkmer
Bart Volkmer
Chief Legal Officer